EXHIBIT 8.1
[Skadden Letterhead]
December 18, 1995
Tenet Healthcare Corporation
2700 Colorado Avenue
Santa Monica, CA 90404
Re: Tenet Healthcare Corporation
Registration Statement on Form S-3
File No. 33-63451
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Ladies and Gentlemen:
We have acted as special counsel to Tenet Healthcare Corporation, a Nevada
corporation (the "Company"), in connection with the contemplated offering (the
"Offering") of $350 million aggregate principal amount of Exchangeable
Subordinated Notes due 2005 exchangeable for shares of common stock of Vencor,
Inc. (the "Exchangeable Subordinated Notes"). This opinion is being furnished in
accordance with the requirements of Item 601(b)(8) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act"). Capitalized terms used herein
and not otherwise defined have the respective meanings set forth in the
Registration Statement on Form S-3 relating to the Exchangeable Subordinated
Notes initially filed with the Securities and Exchange Commission (the
"Commission") on October 17, 1995 (as thereafter amended from time to time and
together with all exhibits thereto, the "Registration Statement").
Our opinion is based upon an examination of the Registration Statement, the
form of the Exchangeable Subordinated Notes, the Indenture, and such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below. In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, or photostatic copies,
and the authenticity of the originals of such copies. As to any facts material
to this opinion that we did not independently establish or verify, we have
relied upon statements and representations of officers and other representatives
of the Company and our opinion is premised, in part, on the veracity of such
statements and representations. We have also assumed that the Offering will be
consummated in accordance with the description set forth in the Registration
Statement.
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended, Treasury regulations, judicial
decisions, administrative rulings, and other applicable authorities, in each
case as in effect on the date hereof. The statutory provisions, regulations, and
interpretations on which this opinion is based are subject to change, and such
changes could apply retroactively. In addition, because there is no precise
legal authority that addresses the Federal income tax treatment of
exchangeable debt instruments with characteristics similar to the Exchangeable
Subordinated Notes, there can be no assurances that the Internal Revenue Service
would not take a position contrary to the Federal income tax treatment of the
Exchangeable Subordinated Notes described in the Registration Statement.
Based on the foregoing, we are of the opinion that, although the discussion
set forth in the section of the Registration Statement entitled "Certain Federal
Income Tax Consequences" does not purport to discuss all possible Federal income
tax considerations of the acquisition, holding, exchanging or otherwise
disposing of the Exchangeable Subordinated Notes, such discussion constitutes,
in all material respects, a fair and accurate summary of the Federal income tax
consequences that are likely to be material to a purchaser of the Exchangeable
Subordinated Notes.
Other than as expressly stated above, we express no opinion on any issue
relating to the Company or to any investment therein or under any other law. We
are furnishing this opinion to you solely in connection with the Offering and
this opinion is not to be used, circulated, quoted, or otherwise referred to for
any other purpose without our written permission.
We consent to the filing of this opinion as Exhibit 8.1 to the Registration
Statement and to the reference to Skadden, Arps, Slate, Meagher & Flom therein
under the caption "Legal Matters." In giving this consent, we do not hereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM
SKADDEN, ARPS, SLATE, MEAGHER & FLOM